Pharma BD Deal Intelligence
This 2007 Bayer squeeze-out of Schering AG's remaining shareholders closed a consolidation that produced one true blockbuster—Xarelto—but little else. The deal delivered scale and a multi-billion-euro franchise through the 2010s, though 6,100 layoffs, ~$1.3B in restructuring costs, and Xarelto's 2025 patent-cliff decline (down ~33% to €2.34B) show the engine has now largely run dry.
The Xarelto windfall masked a costly, only partially digested consolidation whose pipeline engine has now gone quiet
Full analysis, sources & comparables →"It is thus worthwhile for Schering shareholders to accept our offer," said Bayer Management Board Chairman Werner Wenning, framing the takeover as central to…
"German company Bayer has all but completed its takeover of specialty pharmaceutical concern Schering AG, holding 92.4% of the latter's shares" — short of the…
"With the assistance of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprufungsgesellschaft, Bayer has determined the adequate cash…
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Squeeze-out completing 2006 takeover of Schering AG. Bayer Schering Pharma AG fully integrated 2007. EUR 14.6B headline. Source: Wikipedia, BioSpace, Bayer history.
The Xarelto windfall masked a costly, only partially digested consolidation whose pipeline engine has now gone quiet
Assessment window: 15yr post-close.
$10.8B Combined Bayer-Schering pharma division ~$10.8B revenue, top-12 globally
Schering AG was a Berlin-based specialty pharmaceutical company focused on gynecology and women's health (oral contraceptives including Yasmin and Mirena), multiple sclerosis (Betaferon/Betaseron interferon-beta), diagnostic imaging contrast agents (Magnevist), oncology and andrology. The 2006 takeover and 2007 squeeze-out completed Bayer's transformation into a top-12 global pharma, integrating Schering into Bayer Schering Pharma AG (later Bayer HealthCare Pharmaceuticals).
The 2007 squeeze-out resolved the residual ~4% minority stake left after Bayer's 2006 tender offer reached 92.4% (PharmaTimes), short of the 95% squeeze-out trigger. Werner Wenning, then-Bayer Management Board Chairman, framed the original offer's logic: 'The proposed takeover of Schering is in line with our strategic objective to further grow our health care business, especially in the area of pharmaceutical specialty products' (Pharmaceutical Online). The Schering portfolio repositioned Bayer against women's-health peers (Wyeth's Premarin/Prempro franchise, Organon's NuvaRing, Bayer-Schering's own Yasmin/YAZ) and against MS rivals (Biogen's Avonex/Tysabri, Teva's Copaxone, Serono's Rebif) — Yasmin franchise sales reached 278M euro in Q3 2007 and grew 35% year-over-year, eclipsing Betaferon (S&P Market Intelligence). The squeeze-out resolution was passed at the January 17, 2007 EGM at EUR 98.98 per share (KPMG-validated), with full minority exclusion entered into the commercial register on September 25, 2008. (Forward-looking close: a decade after the squeeze-out, Bayer-Schering's specialty-pharma thesis had been only partly vindicated — Yasmin/YAZ faced thrombosis litigation that drained billions, Betaferon was overtaken by oral MS agents like Tecfidera and Gilenya, but Xarelto and Eylea, both rooted in Schering R&D, became Bayer's pharma growth engines, justifying the EUR 14.6B+ original price tag in retrospect.)
| Deal | Year | Value | Outcome |
|---|---|---|---|
| Bayer AG / Schering AG (residual squeeze-out) (this deal) | 2007 | $985M | 69 |
| Bayer AG / Schering AG | 2006 | $21.5B | 79 |
| Bayer AG / BlueRock Therapeutics | 2002 | $600M | 79 |
| Bayer AG / Merck & Co., Inc. | 2014 | $14.2B | 71 |
| Bayer AG / Arvinas, Inc. | 2019 | $1.0B | 59 |
| Bayer AG / Merck & Co. Inc. | 2014 | $14.2B | 56 |
| Bayer AG / Asklepios BioPharmaceuticals | 2020 | $2.0B | 49 |
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